TERMS & CONDITIONS OF BUSINESS OF MEDLAB PATHOLOGY LIMITED (MLP) FROM 11TH MAY 2020

1.1 Service Responsibilities - MLP:

1.1.1 MLP agrees to provide the client with analyses as requested on their lab request forms. Details on the sample requirements, turnaround times can be found on www.medlabpathology.ie, clicking Test Information and searching the A-Z list for the name of the test required.

1.1.2 MLP will provide free of charge to the client MLP request forms. These are to be completed and sent with all samples to MLP for analysis. MLP ask that the client only use MLP request forms. In the event that a non-MLP request forms is received from the client it will be accepted if it includes clear demographic information including but not limited to:

Patients' forename and surname,

Date of birth,

Hospital/ward/clinic name

Reference number,

Specimen collection date,

Patients' physician/clinician,

Relevant clinical details,

Test(s) required,

Specimen type sent

Reporting address

The sample label itself should contain at least the following information:

Patients Forename

Patients Surname

Date of Birth

Hospital number

Medical record number

1.1.3 As part of its Services MLP will, on request, arrange for collection of Samples, from locations around Ireland. Where possible, this service is included within the price of the Test unless otherwise notified. Collection of Samples by special arrangement, and may incur an additional charge. Where collection by MLP has not been requested and agreed, the Client will be responsible, at its own cost, for the transport of samples to MLP.

1.1.4. MLP commits that all analysis on all patient specimens will be carried out in ccordance with best international laboratory practice in both internal and external Quality Assurance procedures.

1.1.5 All testing offered by MLP is performed in accredited labs. In order to maintain this accreditation all laboratories must show evidence of participation and success in EQA and or inter-laboratory comparisons

1.1.6 MLP will comply fully with the European Commission Directive 98/79/EC on In Vitro Diagnostic Medical Devices as it applies to all test kits used.

1.1.7 The results of all analyses will be authorised in accordance with standard laboratory procedures when carried out by MLP on patient samples.

1.1.8 All results will be reported directly to the client, without any third party involvement.

1.1.9 The Client will be notified of all relevant test changes including reference ranges, specimen type, turnaround times, price, analytical laboratory as well as notable non-conformances.

1.1.10 Test results with amended ranges will include a comment advising the client to note the new reference ranges for a period after such change.

1.2 Service Responsibilities - The Client:

1.2.1 The Client will provide MLP with the appropriate specimens for the required analysis. The most up to date source for these and other tests is provided at www.medlabpathology.ie

1.2.3 The Client will ensure that relevant specimen transportation documentation is completed in full.

1.2.4 The Client will regularly review their outstanding test referrals to MLP to ensure effective turnaround times are maintained.

1.2.5 The Client will provide at least 90 days notice of any intention to cease or otherwise detrimentally alter the services provided by MLP as described in this agreement.

1.2.6 The Client will provide all reasonable cooperation to facilitate the effective operation of this agreement.

2 DATA PROTECTION

2.1 The parties undertake to comply with the provisions of the General Data Protection Regulation (GDPR) in relation to the recording and maintenance of Customer Data.

"Customer Data" means any data relating to Customers obtained by either party in the operation of the Business whether in electronic or written form.

2.2 MedLab Pathology maintains all medical records for a minimum period of either ten (10) or 30 years depending on the type of Pathology testing. The Retention times are detailed in the MedLab Pathology Data Retention Policy. After the required retention time all records will be permanently removed from the MLP databases. The MLP Policy is in compliance with the General Data Protection Regulation (GDPR).

3 FEES

3.1 MLP will issue invoices monthly for laboratory tests provided as per the agreed pricing schedule. Customers who are not on account will be required to pay for testing as requested.

3.2 Invoices are normally issued on a monthly basis, but MLP reserves the right to issue them more frequently. Invoices are payable within 30 days from date of invoice. At MLP's option interest may be charged on late payment at the statutory rate prescribed from time to time in the Late Payments of Commercial Debts (Interest) Act 1998. All payments shall be made in euro unless otherwise agreed.

4 REPORTING & INFORMATION

4.1 Each of the parties shall provide the other party with such reports and information relating to the provision of outsourced laboratory tests to MLP as may reasonably be required from time to time in addition to any provided for elsewhere in this Agreement.

5 TERMINATION

5.1 Termination of this agreement is subject to the terms and conditions specified. Either party may terminate this Agreement at any stage by giving 90 days notice in writing to the other. Each party shall discharge its obligations to the other party up to and including the date of expiry of the Termination Notice.
5.2 Either party may terminate this Agreement immediately by notice in writing if the other party is in material and continuing breach of any of its obligations under this Agreement (including but not limited to non-payment) and fails to remedy the breach (if capable of remedy) within an agreed period after receipt of written notice by the other party.
5.3 Either party shall be entitled to terminate this Agreement immediately by notice in writing in the event that the other party ceases to carry on business in the normal course, or enters into liquidation, whether compulsory or voluntary, other than for the purpose of amalgamation or reconstruction, or compounds with its creditors generally or has a receiver or liquidator appointed over all or any of its assets or if a petition is presented or a meeting is convened for the purposes of considering a resolution of the winding up or suffers any similar action in consequence of debt or becomes unable to pay its debts as they fall due.

6 EFFECT OF TERMINATION

6.1 On the termination or expiration of this Agreement the business arrangements will continue until all contractual obligations have been met.
6.2 On the termination or expiration of this Agreement clauses ('Data Protection') and ('Confidential Information') will survive and remain in force for seven (7) years after the date of expiry or termination whichever is the sooner.
6.3 Both parties are required to maintain all medical records for a period of ten (10) years from the date of medical treatment and/or testing. Any such information requested by either party must be presented to the requesting party as soon as reasonably practicable regardless of whether this agreement has expired or been terminated.

7 CONFIDENTIAL INFORMATION

7.1 Each party undertakes to the other party that:

it shall keep in strict confidence and shall not disclose to any third party any Confidential Information; &

it shall not use any Confidential Information for any purpose other than in connection with the supply and delivery of Outsourced Laboratory Tests or as otherwise contemplated by this Agreement; and

7.2 It shall require that all of its employees, agents and any other person it authorises to have access to any Confidential Information will maintain the confidentiality required by its obligations under this Clause.
7.3 For the avoidance of doubt, Confidential Information shall not be deemed to be in the public domain merely because it is known to a limited number of third parties having experience in the relevant field.
7.4 The obligations imposed by this clause shall continue to apply after the expiration or sooner termination of this Agreement without limit in time.
"Confidential Information" means:

any information, data, facts, intelligence and/or material relating to the supply and delivery of Laboratory Tests to the client; or

any information, data, facts, intelligence and/or material relating to this Agreement and/or document(s) referred to in this Agreement; and

such information, data, facts, intelligence and/or material as one party may from time to time provide to other party, whether orally or in writing, regarding the structure, business, assets, liabilities, operations, personnel, budgets and strategies of the first-mentioned party;

8 ANNOUNCEMENTS

8.1 Hereafter, neither party may, after signing of this Agreement, make or send a public announcement, communication or circular concerning the transactions referred to in this Agreement unless it is required to do so under procurement law or has first obtained the other party's written consent.

9 ASSIGNMENT OF AGREEMENT

9.1 Neither party may assign or otherwise transfer this Agreement without the written consent of the other party. This Agreement shall endure to the benefit of and bind the parties hereto and their respective legal representatives, successors and assigns.

10 WARRANTIES

10.1 Each party warrants and represents that it has the full right and authority to enter into this agreement and that it is not aware of any impediment which would inhibit its ability to perform the terms and conditions imposed on it.
15.2 Neither party makes any representation or extends any warranties of any kind expressed or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or validity of any patents issued or pending.

11 SEVERABILITY

11.1 In the event any one or more of the provisions contained in this Agreement or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal, or unenforceable, such illegality, invalidity or unenforceability shall not affect any other provision of this Agreement.
11.2 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each party.

12 INSURANCE & INDEMNITY

12.1 MLP will maintain the necessary insurance cover and conditions.

13 FORCE MAJEURE

13.1 Neither party hereto shall be responsible for any losses or damages to the other occasioned by delays in the performance or non-performance of any of said party's obligations when caused by Acts of God, strike, acts of war, inability of supplies or material or labour or any other cause beyond the reasonable control of the said party.

14 GOVERNING LAW

14.1 This Agreement is governed by, and shall be construed in accordance with, the laws of Ireland.